Prepared and filed by St Ives Burrups





Exhibit 10.3 

CONFORMED EXECUTION COPY 

ACCOUNT CONTROL AGREEMENT 

AGREEMENT
      (as amended, modified, restated and/or supplemented from time to time,
    this “Agreement”), dated as of August 6, 2004, among each undersigned grantor (each, a “Grantor” and, together with any other entity that becomes a Grantor hereunder pursuant to Section 17 hereof, the “Grantors”),
      The Bank of New York, as Collateral Agent (the “Collateral
      Agent”), and The Bank of New York, as Custodian (the “Custodian”),
      (i) with which one or more deposit accounts (as defined in Section 9-102
      of the UCC) as identified on Annex A attached hereto are maintained by
      each Grantor (with all such deposit accounts now or at any time in the
      future maintained by the Grantors with the Custodian as “Collateral
      Accounts” (as defined in the Security Agreement (as defined below))
      being herein called the “Deposit Accounts” and each, a “Deposit
      Account”) and (ii) with which one or more securities accounts
      (as defined in Section 8-501 of the UCC) as identified on Annex A attached
      hereto are maintained by each Grantor (with all such securities accounts
      now or at any time in the future maintained by the Grantors with the Custodian
      as “Collateral Accounts” (as defined in the Security Agreement)
      being herein called the “Securities Accounts” and each
      a “Securities Account”) and together with the Deposit
      Accounts, the “Collateral Accounts” and each, a “Collateral
      Account”). Except as otherwise defined herein, all capitalized
      terms used herein and defined in the Security Agreement (as defined below)
      shall be used herein
as therein defined. 


W I T N E S S E T H :  

WHEREAS,
    Endurance Specialty Holdings Ltd. (the “Parent Borrower”), various
    Designated Subsidiary Borrowers, the lenders from time to time party thereto
    (the “Lenders”),
    JPMorgan Chase Bank, as Administrative Agent (together with any successor
    Administrative Agent, the “Administrative Agent”), and Wachovia
    Bank, National Association, as Syndication Agent, have entered into a Credit
    Agreement, dated as of August 6, 2004 (as amended, modified, supplemented
    or amended and restated from time to time, the “Credit Agreement”),
    providing for the making of Loans to the Borrowers and the issuance of, and
    participation in, Letters of Credit for the account of the Designated Subsidiary
    Borrowers, all as contemplated therein (the Lenders, the Administrative Agent,
    the Collateral Agent and each other agent under the Credit Agreement are
    herein called the “Secured
Creditors”); 


  WHEREAS, each Grantor, the Collateral Agent, the Custodian and the Administrative Agent have entered into a Security Agreement, dated as of August 6, 2004 (as amended, amended and restated, modified or supplemented from time to time, the “Security
        Agreement”), under which, among other things, in order to secure
        the payment of its respective Secured Obligations (as defined in the
        Security Agreement), such Grantor has severally granted a security interest
        to the Collateral Agent for the benefit of the Secured Creditors in all
        of the right, title and interest of such Grantor in and to such Grantor’s
  Collateral (as defined in the Security Agreement);  










WHEREAS,
    each Grantor desires that the Custodian enter into this Agreement in order
    (i)
    to establish “control” (as defined in Section 9-104 of the UCC) of the Collateral Agent over each Deposit Account of such Grantor at any time or from time to time maintained by such Grantor with the Custodian and all Cash, instruments, credit balances and other property credited thereto from time to time and (ii) to establish “control” (as
      defined in Section 8-106 of the UCC) of the Collateral Agent over each
    Securities Account of such Grantor at any time or from time to time maintained
    by such
      Grantor with the Custodian and all Securities, Security Entitlements, Financial
      Assets, Cash, credit balances and other property credited thereto from
    time to time, and in order to otherwise perfect the security interest of
    the Collateral
      Agent in the Deposit Accounts and Securities Accounts and (iii) to provide
      for the rights of the parties under this Agreement with respect to such
    Collateral Accounts, it being understood that the Custodian has no responsibility
    with
      respect to the validity or perfection of the security interest otherwise
than to act in accordance with the terms of this Agreement; 


  NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:  



1.   Definitions.   As
      used herein the following terms shall have the following meanings: 


  “Entitlement
        Holder” shall mean a person identified in the records of the
        Custodian as the person having a Security Entitlement (as defined in
  the Security Agreement) against the Custodian.  



“Entitlement
      Order” shall
    mean a notification communicated to the Custodian directing transfer or redemption
    of a Financial Asset (as defined in the Security Agreement) in which the
Entitlement Holder has a Security Entitlement.


  2.   The
          Collateral Accounts.   Annex
          A attached hereto (and as it may be amended, modified and restated
          from time to time) contains a complete and accurate description of
          each Deposit
      Account and each Securities Account maintained by each Grantor with the
      Custodian. Each
  Grantor and the Custodian agree to maintain at all times such Collateral Accounts
  in the name of the respective Grantor. The Custodian shall not change the name
  or account number of any Collateral Account without the prior written consent
  of the Collateral Agent. The Collateral Accounts listed on Annex A hereto do
  not contain Collateral which is registered in the name of, payable to or to
      the order of, or specifically indorsed to a Grantor or any other Person
      other than
  the Custodian, which has not been indorsed to the Custodian or in blank, and
  the Securities Accounts contain only securities that are primarily cleared
      and settled within the United States. To the Custodian’s knowledge,
      the Security Entitlements arising out of the Collateral carried in the
      Securities Accounts
  are valid and legally binding obligations of the Custodian, and the Custodian
  has not been notified in writing of any claim to or interest in the Collateral,
  except for the claims and interest of the Collateral Agent and the Grantors
  in the Collateral. 




  3.   Control;
Collateral Agent’s Right to Give Instructions as to Collateral Accounts.   (a) Notwithstanding
any separate agreement that any Grantor may have with the Custodian or any other
Person, the Collateral Agent shall be entitled, for purposes of this Agreement,
at any 



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time to give the Custodian Entitlement Orders and instructions as to the withdrawal or disposition of any funds, property or Securities from time to time credited to any Collateral Account, or as to any other matters relating to any Collateral Account or any other Collateral, without further consent from the Grantor or any other Person. Each Grantor hereby irrevocably authorizes and instructs the Custodian, and the Custodian hereby agrees, to comply with any and all Entitlement Orders and instructions originated by the Collateral Agent without any further consent from such Grantor or any other Person. Such instructions may include the giving of stop payment orders for any items being presented to any Deposit Account for payment.  The Custodian shall not comply with any Entitlement Order or other instruction concerning Collateral held in any Collateral Account from any Grantor or any other Person, other than the Collateral Agent or its authorized
 representatives, unless such Entitlement Order or instruction has been consented to in writing by the Collateral Agent. The Custodian shall be fully entitled to rely on, and shall comply with, such instructions from the Collateral Agent even if such instructions are contrary to any instructions or demands that the Grantor or any other Person may give to the Custodian. In case of any conflict between any Entitlement Orders or instructions received by the Custodian from the Collateral Agent and any Entitlement Orders or instructions received by the Custodian from any Grantor or any other Person other than the Collateral Agent, the Entitlement Orders and instructions originated by the Collateral Agent shall prevail. 

(b)   It
      is understood and agreed that the Custodian’s duty to comply with
      instructions and Entitlement Orders from the Collateral Agent regarding
      the Collateral
      Accounts is absolute, and the Custodian shall be under no duty or obligation,
      nor shall it have the authority, to inquire or determine whether or not
      such instructions are in accordance with the Security Agreement or any
      other Credit
Document, nor seek confirmation thereof from any Grantor or any other Person.


  4.   Standard
          of Care.   Notwithstanding
          any provision contained herein or in any other document or instrument
          to the contrary, neither the Custodian nor any of its officers,
        employees or agents shall be liable (i) for following the instructions
        of the Collateral Agent and (ii) in all other respects, for any action
        taken or not taken by it (or them) under or in connection with this Agreement,
        except for the Custodian’s (or their) own negligence or willful
        misconduct. In no event shall the Custodian be liable for indirect, special
        or consequential
        damages of any kind whatsoever (including lost profits and lost business
        opportunity) even if it is advised of the possibility of such damages
        and regardless of the form of action in which any such damages may be
        claimed.
        Without limiting the foregoing, and notwithstanding any provision to
        the contrary elsewhere, the Custodian, its affiliates and their respective
  officers, directors, employees and agents:  



(a)   shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Collateral (against prior parties or otherwise); 


  (b)   may in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, delay or refrain from taking action unless and until
it has
received instructions from the Collateral Agent or advice from legal counsel
(or other appropriate advisor), as the case may be; 



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(c)   so long as it and they shall have acted (or refrained from acting) in good faith, shall not be liable for any error of judgment in any action taken, suffered or omitted by, or for any act done or step taken, suffered or omitted by, or for any mistake of fact or law, unless such action constitutes gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision) on its (or their) part; 


  (d)   may consult with legal counsel selected by it (or other experts for the Collateral Agent or any Grantor), and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such experts;  



(e)   will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian in connection with this Agreement; 


  (f)   will have no duty to ascertain or inquire as to the performance or observance by any Grantor of any of the terms, conditions or covenants of any security agreement with the Collateral Agent;  



(g)   will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement (provided, however, that the Custodian warrants below that the Custodian has legal capacity to enter into this Agreement);


  (h)   will not incur any liability by acting or not acting in reliance upon any notice, consent, certificate, statement or other instrument or writing believed by it or them to be genuine and signed or sent by the proper party or parties;  



(i)   will not incur liability for any notice, consent, certificate, statement, wire instruction, telecopy or other writing which is delayed, canceled or changed without the actual knowledge of the Custodian; 


  (j)   shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice thereof has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement;  



(k)   shall
      not be obligated or required by any provision of this Agreement to expend
      or risk the Custodian’s own funds, or to take any action (including
      but not limited to the institution or defense of legal proceedings) which
      in its or their judgment may cause it or them to incur or suffer any expense
      or liability; provided, however, if
      the Custodian elects to take any such action, it shall be entitled to security
      or indemnity satisfactory to the Custodian for the payment of the costs,
      expenses (including but not limited to reasonable attorneys’ fees)
and liabilities which may be incurred therein or thereby; 


  (l)   shall not incur any liability for acts or omissions of any domestic or foreign depository or book-entry system for the central handling of Financial Assets or any domestic or foreign custodian or subcustodian;  



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(m)   shall not be responsible for the title, validity or genuineness of any item of Collateral in or delivered into any Collateral Account; and 


  (n)   shall not be responsible for, or have any liability with respect to, any losses due to forces beyond its or their control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or act of God, and interruptions, loss or malfunction of utilities, communications or computer (software or hardware) services.  



5.   Grantor’s
          Exculpation and Indemnification of Custodian.   Each
          Grantor hereby irrevocably authorizes and instructs the Custodian to
          follow any and all instructions and Entitlement Orders originated
          by the Collateral Agent regarding the Collateral Accounts, even if
          the result of following such instructions or Entitlement Orders from
          the
          Collateral Agent is that the Custodian dishonors items presented for
          payment from any Deposit Account. Each Grantor further confirms that
          the Custodian shall have no liability to such Grantor for complying
          with any instructions or Entitlement Orders originated by the Collateral
          Agent
          or for wrongful dishonor of such items in following such instructions
          from the Collateral Agent. The Custodian shall have no duty to inquire
          or determine whether any Grantor’s obligations to the Collateral
          Agent are in default or whether the Collateral Agent is entitled under
          any separate agreement between such Grantor and the Collateral Agent
          to give any such instructions or Entitlement Orders. The Parent Borrower
          agrees to be responsible for the Custodian’s
          customary charges and to indemnify the Custodian from and to hold the
          Custodian harmless against any loss, cost or expense that the Custodian
          may sustain or incur in acting upon instructions or Entitlement Orders
          which the Custodian believes in good faith to be instructions from
the Collateral Agent. 


  6.   Subordination
    of Security Interests; Custodian’s Recourse to Deposit Accounts.   The Custodian hereby subordinates any claims and security interests it may have against, or with respect to, any Collateral Account at any time established or maintained with it by any Grantor (including any amounts, securities, investments, instruments, credit balances, Financial Assets or other property from time to time on deposit or carried therein or credited thereto) to the security interests of the Collateral Agent (for the benefit of the Secured Creditors) in any and all of the Collateral, and agrees that no amounts shall be charged by the Custodian to, or withheld or set-off or otherwise recouped by the Custodian from, any Collateral Account of such Grantor or any amounts, investments, instruments or other Collateral from time to time on deposit therein. 




  7.   Representations,
Warranties and Covenants of Custodian.   The Custodian
      represents
and warrants to the Collateral Agent that: 




  (a)   The
      Custodian is a “bank” (as defined
      in Section
      9-102 of the UCC)
  and, regardless
  of any provision in any other agreement, the jurisdiction (determined in accordance
  with Section 9-304 of the UCC) of the Custodian for purposes of each Deposit
Account maintained by the Grantor with the Custodian is the State of New York. 



(b)   The
      Custodian is a “securities intermediary” (as defined in Section
      8-102(a)(14) of the UCC) and is acting in that capacity and, regardless
      of any provision in any other agreement, the jurisdiction (determined in
      accordance
with Sections 9-305 and 8-110(e) of the UCC) of the Custodian for purposes of
      each Securities Account maintained by the Grantor with the Custodian is
the State of New York.


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(c)   The account agreements between the Custodian and the Grantor relating to the establishment and general operation of the Collateral Accounts provide, whether specifically or generally, that the laws of New York govern the Collateral Accounts and, regardless of any provision in any other agreement, that the Custodian’s “jurisdiction” for purposes of Sections 9-304, 9-305 and 8-110(e) of the UCC in respect of the Collateral Accounts is the State of New York. The Custodian will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Custodian’s jurisdiction for purposes of Section 9-304, 9-305 or 8-110(e) of the UCC is not the State of New York.  




(d)   The Custodian has not granted and will not grant its creditors or any other Person a security interest in any of the Collateral and the Custodian will not sell, assign, transfer, hypothecate, rehypothecate, pledge, repledge, use or otherwise dispose of any of the Collateral (other than Cash) and will keep all Collateral (other than Cash) segregated from the assets of the Custodian and from the assets of its other customers.  




(e)   The Custodian has not entered and will not enter into any agreement with any Person other than the Collateral Agent under which the Custodian agrees to comply with any Entitlement Orders or instructions from such other Person as to the disposition of funds from any Collateral Account.  




(f)   Any item of Collateral received by the Custodian for a Grantor’s account in accordance with Section 4.03 of the Security Agreement will be credited to the appropriate Collateral Account listed on Annex A hereto for such Grantor in accordance with Section 4.02(b) of the Security Agreement.  




(g)   No item of Collateral will be released by the Custodian to any Grantor or to any other Person except in accordance with Section 4.04 of the Security Agreement.  




(h)   All Collateral which is a Financial Asset held by the Custodian shall be registered in the name of the Custodian or its nominee, payable to the order of the Custodian or specially indorsed to the Custodian or in blank, and in the event that any Financial Asset held by the Custodian is inadvertently registered in the name of, payable to the order of or specially indorsed to another Person and is not indorsed to the Custodian or in blank, the Custodian shall hold such Financial Asset as agent and bailee of the Collateral Agent.  




8.   Further
      Representations.   Each
      Grantor (severally for itself) represents and warrants that (i) it is duly
      incorporated or organized and is validly existing in good standing in its
      jurisdiction of incorporation or organization, (ii) the execution, delivery
      and performance of this Agreement and all documents and instruments to
      be delivered hereunder or thereunder have been duly authorized, (iii) the
      person executing this Agreement on its behalf has been duly authorized
      to act on its behalf, (iv) this Agreement constitutes its legal, valid,
      binding and enforceable agreement, and (v) its entry into this Agreement
      will not violate any agreement, law, rule or regulation by which it is
      bound or by which any of its assets or property are affected.  




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9.   Account
      Statements and Information.   The
      Custodian agrees, and is hereby authorized and instructed by each Grantor,
      to furnish to the Collateral Agent, at its address indicated below, copies
      of all account statements and other information relating to each Collateral
      Account that the Custodian sends to such Grantor and to disclose to the
      Collateral Agent all information requested by the Collateral Agent regarding
      any Collateral Account. If any person notifies the Custodian of its assertion
      of any lien, encumbrance or adverse claim against any of the Collateral
      Accounts or in any item of Collateral contained therein, the Custodian
      will promptly notify the Collateral Agent and the relevant Grantor thereof.  




10.   Conflicting
      Agreements.   This
      Agreement shall have control over any conflicting agreement between the
      Custodian and any Grantor.  




11.   Merger or Consolidation of Custodian.   Without
      the execution or filing of any paper or any further act on the part of
      any of the parties hereto, any bank into which the Custodian may be merged
      or with which it may be consolidated, or any bank resulting from any merger
      to which the Custodian shall be a party, shall be the successor of the
      Custodian hereunder and shall be bound by all provisions hereof which are
      binding upon the Custodian and shall be deemed to affirm as to itself all
      representations and warranties of the Custodian contained herein.  




12.   Notices.   (a)   All
    notices and other communications provided for in this Agreement shall be
    in writing (including facsimile) and sent to the intended recipient at
    its address or telex or facsimile number set forth below:  



	 	 	If to the Collateral
    Agent, at:   
	 	 	 
	 	 	The Bank of New
    York
	 	 	Corporate Trust – Dealing & Trading Dept.
	 	 	101 Barclay Street, 8E
	 	 	New York, New York, 10286
	 	 	Attention: Fernando Acebedo
	 	 	Telephone: (212) 815-2915
	 	 	Facsimile: (212) 815-2830
	 	 	 
	 	 	If to a Grantor,
    at:
	 	 	 
	 	 	The address for
    notices specified for such Grantor in the Credit Agreement.
	 	 	 
	 	 	If to the Custodian,
    at:
	 	 	 
	 	 	The Bank of New
    York
	 	 	One Wall Street, 14th Floor
	 	 	New York, New York, 10286
	 	 	Attention: Michael Jaime
	 	 	Telephone: (212) 635-4614
	 	 	Facsimile: (212) 635-8844/8845


or, as to any party, to such other address or telex or facsimile number as such party may designate from time to time by notice to the other parties.  


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(b)   Except as otherwise provided herein, all notices and other communications hereunder shall be delivered by hand or by commercial overnight courier (delivery charges prepaid), or mailed, postage prepaid, or telexed or faxed, addressed as aforesaid, and shall be effective (i) three business days after being deposited in the mail (if mailed), (ii) when delivered (if delivered by hand or courier) and (iii) or when transmitted with receipt confirmed (if telexed or faxed); provided that notices to the Collateral Agent shall not be effective until actually received by it.  




13.   Amendment.   This
    Agreement may not be amended, modified or supplemented except in writing
    executed and delivered by all the parties hereto.  




14.   Binding
      Agreement.   This
      Agreement shall bind the parties hereto and their successors and assigns
      and shall inure to the benefit of the parties hereto and their successors
      and assigns. Without limiting the provisions of the immediately preceding
      sentence, the Collateral Agent at any time or from time to time may designate
      in writing to the Custodian a successor Collateral Agent (at such time,
      if any, as such entity becomes the Collateral Agent under the Security
      Agreement, or at any time thereafter) who shall thereafter succeed to the
      rights of the existing Collateral Agent hereunder and shall be entitled
      to all of the rights and benefits provided hereunder.  




15.   Continuing
      Obligations.   The
      rights and powers granted herein to the Collateral Agent have been granted
      in order to protect and further perfect its security interests in the Collateral
      Accounts and other Collateral and are powers coupled with an interest and
      will not be affected by any purported revocation by any Grantor of this
      Agreement or the rights granted to the Collateral Agent hereunder or by
      the bankruptcy, insolvency, conservatorship or receivership of any Grantor
      or the Custodian or by the lapse of time. The rights of the Collateral
      Agent hereunder and in respect of the Collateral Accounts and the other
      Collateral, and the obligations of each Grantor and the Custodian hereunder,
      shall continue in effect until the security interests of the Collateral
      Agent in such Collateral Accounts and such other Collateral pursuant to
      the Security Agreement have been terminated and the Collateral Agent has
      notified the Custodian of such termination in writing. The termination
      of this Agreement shall not terminate any Collateral Account or alter the
      obligations of the Custodian to each Grantor pursuant to other agreements
      with respect to any Collateral Account.  




16.   Financial
      Assets.   Each
      Grantor, the Custodian and the Collateral Agent hereby agree that the Custodian
      will treat any and all Securities and any and all other Property and assets
      (other than Cash) credited from time to time to each Grantor’s Securities
      Account as Financial Assets.  




17.   Additional
      Grantors.   It
      is understood and agreed that any Person that has become a Grantor under
      the Security Agreement after the date hereof pursuant to the requirements
      of the Credit Agreement or any other Credit Document shall become a Grantor
      hereunder by (x) executing a counterpart hereof and delivering same to
      the Collateral Agent, or by executing an assumption agreement in form and
      substance satisfactory to the Collateral Agent, (y) delivering a supplement
      to Annex A as is necessary to cause such Annex to be complete and accurate
      with respect to such additional Grantor on such date and (z) taking all
      actions as specified in the Security Agreement, the Credit Agreement and
      this Agreement as would have been taken by  




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  such Grantor had it been an original party to this Agreement on the Closing Date, in each case with all documents required above to be delivered to the Collateral Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Collateral Agent and the Administrative Agent.  


18.   Governing
      Law; Jurisdiction; Consent to Service of Process.   (a)   This
      Agreement shall be construed in accordance with and governed by the law
      of the State of New York. Regardless of any provision in any other
    agreement, in respect of the Custodian, the State of New York shall be the “bank’s
    jurisdiction” for purposes of Section 9-304 of the UCC and the “securities
    intermediary’s jurisdiction” for purposes of Sections 9-305 and
    8-110 of the UCC.  




(b)   Each
    party hereto hereby irrevocably and unconditionally submits, for itself and
    its property, to the non-exclusive jurisdiction of the Supreme Court of the
    State of New York sitting in New York County and of the United States District
    Court of the Southern District of New York, and any appellate court from
    any thereof, in any action or proceeding arising out of or relating to this
    Agreement, or for recognition or enforcement of any judgment, and each of
    the parties hereto hereby irrevocably and unconditionally agrees that all
    claims in respect of any such action or proceeding may be heard and determined
    in such New York State court or, to the extent permitted by law, in such
    Federal court. Each of the parties hereto agrees that a final judgment in
    any such action or proceeding shall be conclusive and may be enforced in
    other jurisdictions by suit on the judgment or in any other manner provided
    by law. Nothing in this Agreement shall affect any right that the Custodian,
    the Collateral Agent or any Secured Creditor may otherwise have to bring
    any action or proceeding relating to this Agreement against any Grantor or
    its properties in the courts of any jurisdiction.  




(c)   Each
    party hereto hereby irrevocably and unconditionally waives, to the fullest
    extent it may legally and effectively do so, any objection which it may now
    or hereafter have to the laying of venue of any suit, action or proceeding
    arising out of or relating to this Agreement in any court referred to in
    paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
    waives, to the fullest extent permitted by law, the defense of an inconvenient
    forum to the maintenance of such action or proceeding in any such court.  




(d)   Each
    party to this Agreement irrevocably consents to service of process in the
    manner provided for notices in Section 11.01 of the Credit Agreement. Nothing
    in this Agreement will affect the right of any party to this Agreement to
    serve process in any other manner permitted by law.  




(e)   Each
    Grantor hereby irrevocably designates, appoints and empowers C T Corporation,
    with offices on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, each Grantor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision reasonably satisfactory to the Custodian and the Collateral Agent under this Agreement.  




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19.   WAIVER
      OF JURY TRIAL.   EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
      LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
      OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
      EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
      OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
      PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
      WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
      INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
      WAIVERS AND CERTIFICATIONS IN THIS SECTION.  




20.   Counterparts.   This
    Agreement may be executed in any number of counterparts, all of which shall
    constitute one and the same instrument, and any party hereto may execute
    this Agreement by signing and delivering one or more counterparts.  




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IN WITNESS WHEREOF,
  the parties hereto have duly executed and delivered this Agreement as of the
  date first written above.  


	 	       Grantors:
    
	 	 
	 	 
      ENDURANCE SPECIALTY HOLDINGS LTD. 
	 	 	 
	 	By:	/s/
    John Del Col
	 	 	

	 	 	Name:
        John Del Col

        Title: General Counsel and Secretary  

	 	 	 
	 	
      ENDURANCE SPECIALTY INSURANCE LTD. 
	 	 	 
	 	By:	/s/ John Del Col
	 	 	

	 	 	Name:
      John Del Col

      Title: General Counsel and Secretary 
	 	 	 
	 	
      ENDURANCE U.S. HOLDINGS CORP.  
	 	 	 
	 	By:	/s/
    Steven Carlsen
	 	 	

	 	 	Name:
      Steven Carlsen

      Title: President 
	 	 	 
	 	ENDURANCE
      WORLDWIDE HOLDINGS  LIMITED
       
	 	 	 
	 	By:	/s/ Mark Boucher
	 	 	

	 	 	Name:
      Mark Boucher

      Title: Chief Executive Officer 
	 	 	 
	 	ENDURANCE
      WORLDWIDE INSURANCE LIMITED
       
	 	 	 
	 	By: 	/s/
    Mark Boucher
	 	 	

	 	 	Name:
      Mark Boucher

      Title: Chief Executive Officer 


11 






	 	Custodian:
	 	 
	 	 THE BANK
        OF NEW YORK  
	 	 
	 	By:	/s/
        Michael Jesse
	 	 	

    
	 	 	Name: Michael Jesse

      Title: Vice President


12 






	 	Collateral
      Agent: 
       
	 	 
	 	 THE
      BANK OF NEW YORK  
	 	 	 
	 	By:	/s/ Andres E. Serrano
	 	 	

	 	 	Name: Andres E. Serrano

      Title: Vice President


13 






 Annex
  A 

 

	Grantor:	 Securities
      Account(s):
      	Deposit
      Account(s):